Common use of Reverse Indemnity Clause in Contracts

Reverse Indemnity. If, as a result of a Tax or Inclusion Event indemnified hereunder, such Tax Indemnitee for any taxable year actually realizes any credits, deductions, or other tax benefits ("Tax Savings") not otherwise taken into account in computing any payment or indemnity by a Tax Indemnifying Party hereunder (or as a result thereof such Tax Indemnitee shall be entitled to a refund of income tax (or an offset, against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed in Section 2.1 hereof and the other Tax Assumptions, then the Tax Indemnitee shall pay to Tax Indemnifying Party the amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee (and the amount of any such refund, offset, or interest to which such Tax Indemnitee is entitled), plus a “gross-up” for any additional U.S. federal, state or local income tax savings such Tax Indemnitee realizes as a result of such payment (including such “gross-up”). The amount of any Tax Savings with respect to a Tax or Inclusion Event indemnified hereunder shall be computed on the basis of the tax benefits actually realized by such Tax Indemnitee, the rates assumed in Section 2.1 hereof and the other Tax Assumptions. A Tax Indemnitee shall not be obligated to make any payment pursuant to this Section 4.2(c) to the extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Tax Indemnifying Party to such Tax Indemnitee pursuant to this Schedule 7.4B, less (ii) the aggregate amount of all prior payments by such Tax Indemnitee to such Tax Indemnifying Party under this Section 4.2(c), but any such excess shall be carried forward and reduce such Tax Indemnifying Party’s obligations to make subsequent payments to such Tax Indemnitee pursuant to this Schedule 7.4B. Any subsequent disallowance or loss of all or any portion of a reduction in such Tax Indemnitee’s tax liability which reduction was taken into account under this Section 4.2(c) (as a result of a redetermination of the claim giving rise to such payment by such Tax Indemnitee to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss subject to indemnification under this Schedule 7.4B without regard to Section 3.3 hereof.

Reverse Indemnity. If, as a result of a Tax or indemnified under Section 2.1 herein, an Inclusion Event indemnified or a Loss with respect to which an indemnity has been paid hereunder, such Tax Indemnitee Lessor for any taxable year actually realizes any credits, deductions, or other tax benefits ("“Tax Savings"”) not otherwise taken into account in computing any payment or indemnity by a Tax Indemnifying Party Lessee hereunder (or as a result thereof such Tax Indemnitee Lessor shall be entitled to a refund of income tax (or an offset, offset against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed Tax Assumptions in Section 2.1 hereof and the other Tax Assumptionscase of an Inclusion Event or a Loss), then the Tax Indemnitee Lessor shall pay to Tax Indemnifying Party Lessee the amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee Lessor (and the amount of any such refund, offset, or interest to which such Tax Indemnitee Lessor is entitled), plus a “gross-up” for any additional U.S. federal, state or local income tax savings such Tax Indemnitee Lessor realizes as a result of such payment (including such “gross-up”). The amount of any Tax Savings with respect to a Tax or indemnified under Section 2.1, an Inclusion Event indemnified hereunder or a Loss shall be computed on the basis of the tax benefits actually realized by such Tax Indemnitee, Lessor in accordance with the rates assumed assumption set forth in Section 2.1 hereof 3.1(b) and the other Tax Assumptions. A Tax Indemnitee Lessor shall not be obligated to make any payment pursuant to this Section 4.2(c) 5.2.2 while a Lessee Event of Default exists or to the extent that the amount of such payment would exceed (i1) the aggregate amount of all prior payments by Tax Indemnifying Party Lessee to such Tax Indemnitee Lessor pursuant to this Schedule 7.4BSection 2.1, Section 3.3 and Section 4.1 as the case may be, less (ii2) the aggregate amount of all prior payments by such Tax Indemnitee Lessor to such Tax Indemnifying Party Lessee under this Section 4.2(c)5.2.2, but any such excess shall be carried forward and reduce such Tax Indemnifying PartyLessee’s obligations to make subsequent payments to such Tax Indemnitee Lessor pursuant to this Schedule 7.4B. Section 2.1, Section 3.3 and Section 4.1. Any subsequent disallowance or loss of all or any portion of a reduction in such Tax IndemniteeLessor’s tax liability which reduction was taken into account under this Section 4.2(c) 5.2.2 (as a result of a redetermination of the claim giving rise to such payment by such Tax Indemnitee Lessor to a Tax Indemnifying Party Lessee by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss subject to indemnification under this Schedule 7.4B Agreement without regard to Section 3.3 hereof2.2, Section 3.4 or Section 4.2.

Reverse Indemnity. If, as a result of a Tax or Inclusion Event indemnified hereunder, such Tax Indemnitee Party for any taxable year actually realizes any credits, deductions, or other tax benefits ("Tax Savings") not otherwise taken into account in computing any payment or indemnity by a Tax Indemnifying Party hereunder (or as a result thereof such Tax Indemnitee Party shall be entitled to a refund of income tax (or an offset, against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed in Section 2.1 hereof and the other Tax Assumptions, then the Tax Indemnitee Party shall pay to Tax Indemnifying Party the amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee Party (and the amount of any such refund, offset, or interest to which such Tax Indemnitee Party is entitled), plus a “gross-up” for any additional U.S. federal, state or local income tax savings such Tax Indemnitee Party realizes as a result of such payment (including such “gross-up”). The amount of any Tax Savings with respect to a Tax or Inclusion Event indemnified hereunder shall be computed on the basis of the tax benefits actually realized by such Tax Indemnitee, the rates assumed in Section 2.1 hereof and the other Tax Assumptions. A Tax Indemnitee Party shall not be obligated to make any payment pursuant to this Section 4.2(c) to the extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Tax Indemnifying Party to such Tax Indemnitee Party pursuant to this Schedule 7.4B, less (ii) the aggregate amount of all prior payments by such Tax Indemnitee Party to such Tax Indemnifying Party under this Section 4.2(c), but any such excess shall be carried forward and reduce such Tax Indemnifying Party’s obligations to make subsequent payments to such Tax Indemnitee Party pursuant to this Schedule 7.4B. Any subsequent disallowance or loss of all or any portion of a reduction in such Tax Indemnitee’s tax liability which reduction was taken into account under this Section 4.2(c) (as a result of a redetermination of the claim giving rise to such payment by such Tax Indemnitee Party to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss subject to indemnification under this Schedule 7.4B without regard to Section 3.3 hereof.

Reverse Indemnity. If, as a result of a Tax indemnified under Section 2.1 herein or an Inclusion Event indemnified with respect to which an indemnity has been paid hereunder, such Tax Indemnitee Lessor for any taxable year actually realizes any credits, deductions, or other tax benefits ("Tax Savings") not otherwise taken into account in computing any payment or indemnity by a Tax Indemnifying Party Lessee hereunder (or as a result thereof such Tax Indemnitee Lessor shall be entitled to a refund of income tax (or an offset, offset against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed Tax Assumptions in Section 2.1 hereof and the other Tax Assumptionscase of an Inclusion Event), then the Tax Indemnitee Lessor shall pay to Tax Indemnifying Party Lessee the amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee Lessor (and the amount of any such refund, offset, or interest to which such Tax Indemnitee Lessor is entitled), plus a “"gross-up” " for any additional U.S. federal, state or local income tax savings such Tax Indemnitee Lessor realizes as a result of such payment (including such “"gross-up”"). The amount of any Tax Savings with respect to a Tax indemnified under Section 2.1 or an Inclusion Event indemnified hereunder shall be computed on the basis of the tax benefits actually realized by such Tax Indemnitee, Lessor and by using the rates assumed highest marginal rate of federal income tax then in Section 2.1 hereof effect and the other Tax Assumptionsactual state and local tax rate applicable to Lessor at the time. A Tax Indemnitee Lessor shall not be obligated to make any payment pursuant to this Section 4.2(c) 4.2.2 while a Lessee Event of Default exists or to the extent that the amount of such payment would exceed (i1) the aggregate amount of all prior payments by Tax Indemnifying Party Lessee to such Tax Indemnitee Lessor pursuant to this Schedule 7.4BSection 2.1 and Section 3.3, as the case may be, less (ii2) the aggregate amount of all prior payments by such Tax Indemnitee Lessor to such Tax Indemnifying Party Lessee under this Section 4.2(c)4.2.2, but any such excess shall be carried forward and reduce such Tax Indemnifying Party’s Lessee's obligations to make subsequent payments to such Tax Indemnitee Lessor pursuant to this Schedule 7.4B. Section 2.1 or Section 3.3. Any subsequent disallowance or loss of all or any portion of a reduction in such Tax Indemnitee’s Lessor's tax liability which reduction was taken into account under this Section 4.2(c) 4.2.2 (as a result of a redetermination of the claim giving rise to such payment by such Tax Indemnitee Lessor to a Tax Indemnifying Party Lessee by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss subject to indemnification under this Schedule 7.4B Agreement without regard to Section 3.3 hereof2.2 or Section 3.4.

Reverse Indemnity. If, If any Tax Indemnitee shall realize a tax benefit as a result of a Tax any Taxes paid or Inclusion Event indemnified hereunderagainst by Lessee under this Section 7.1 (whether by way of deduction, such Tax Indemnitee for any taxable year actually realizes any creditscredit, deductionsallocation or apportionment or otherwise, or other tax benefits ("Tax Savings") not otherwise except to the extent taken into account in computing any payment or indemnity by a Tax Indemnifying Party hereunder (or as a result thereof determining Lessee’s obligations under Section 7.1(b)), such Tax Indemnitee shall be entitled to a refund of income tax (or an offset, against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed in Section 2.1 hereof and the other Tax Assumptions, then the Tax Indemnitee shall pay to Tax Indemnifying Party the Lessee an amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee (and equal to the amount of any such refundtax benefit, offset, or interest increased by the Tax Indemnitee’s additional saved taxes attributable to which such Tax Indemnitee is entitled), plus the payment being made to Lessee hereunder (a “gross-up” for any additional U.S. federal, state or local income tax savings such Tax Indemnitee realizes as a result of such payment (including such “reverse gross-up”). The amount of any Tax Savings with respect to a Tax or Inclusion Event indemnified hereunder shall be computed on , provided that (i) the basis of the tax benefits actually realized by such Tax Indemnitee, the rates assumed in Section 2.1 hereof and the other Tax Assumptions. A Tax Indemnitee shall not be obligated to make any a payment to Lessee pursuant to this Section 4.2(csubsection (e) as long as a Lease Event of Default shall have occurred and be continuing or (ii) to the extent that the amount of such payment by the Tax Indemnitee to Lessee would exceed (i) the aggregate amount of all prior payments by Tax Indemnifying Party Lessee to such the Tax Indemnitee pursuant to this Schedule 7.4B, paragraph (b) less (ii) the aggregate amount of all prior payments by such the Tax Indemnitee of tax benefits pursuant to such Tax Indemnifying Party under this Section 4.2(cparagraph (e), but any such excess shall not be paid but shall instead be carried forward and shall reduce such Tax Indemnifying PartyLessee’s obligations to make subsequent payments under paragraph (b) to such the Tax Indemnitee. The foregoing proviso shall not apply to any reverse gross-up. The Tax Indemnitee pursuant shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to this Schedule 7.4B. seek and claim any such tax benefit and to minimize the Taxes indemnifiable by Lessee under paragraph (b). Any subsequent loss or disallowance or loss of all or any portion of a such reduction in such Tax Indemnitee’s tax liability which reduction was taken into account under this Section 4.2(c) (as a result of a redetermination of Taxes realized by the claim giving rise to such payment by such Tax Indemnitee to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss Taxes subject to indemnification under Lessee’s indemnity obligation pursuant to this Schedule 7.4B without regard to Section 3.3 hereof7.1.

Reverse Indemnity. If, If any Tax Indemnitee shall realize an actual reduction in tax liabilities paid as a result of a Tax any Taxes paid or Inclusion Event indemnified hereunderagainst by Lessee under this Section 7.1 (whether by way of deduction, credit, allocation or apportionment or otherwise), such Tax Indemnitee for any taxable year actually realizes any credits, deductions, or other tax benefits ("Tax Savings") not otherwise taken into account in computing any payment or indemnity by a Tax Indemnifying Party hereunder (or as a result thereof such Tax Indemnitee shall be entitled to a refund of income tax (or an offset, against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed in Section 2.1 hereof and the other Tax Assumptions, then the Tax Indemnitee shall pay to Tax Indemnifying Party the Lessee an amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee (and equal to the amount of any such refundtax benefit, offset, or interest increased by the Tax Indemnitee’s additional saved taxes attributable to which such Tax Indemnitee is entitled), plus the payment being made to Lessee hereunder (a “gross-up” for any additional U.S. federal, state or local income tax savings such Tax Indemnitee realizes as a result of such payment (including such “reverse gross-up”). The amount of any Tax Savings with respect to a Tax or Inclusion Event indemnified hereunder shall be computed on , provided that (i) the basis of the tax benefits actually realized by such Tax Indemnitee, the rates assumed in Section 2.1 hereof and the other Tax Assumptions. A Tax Indemnitee shall not be obligated to make any a payment to Lessee pursuant to this Section 4.2(csubsection (e) as long as a Lease Event of Default shall have occurred and be continuing or (ii) to the extent that the amount of such payment by the Tax Indemnitee to Lessee would exceed (i) the aggregate amount of all prior payments by Tax Indemnifying Party Lessee to such the Tax Indemnitee pursuant to this Schedule 7.4B, paragraph (b) less (ii) the aggregate amount of all prior payments by such the Tax Indemnitee of tax benefits pursuant to such Tax Indemnifying Party under this Section 4.2(cparagraph (e), but any such excess shall not be paid but shall instead be carried forward and shall reduce such Tax Indemnifying PartyLessee’s obligations to make subsequent payments under paragraph (b) to such the Tax Indemnitee. The foregoing proviso shall not apply to any reverse gross-up. The Tax Indemnitee pursuant shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to this Schedule 7.4B. seek and claim any such tax benefit and to minimize the Taxes indemnifiable by Lessee under paragraph (b). Any subsequent loss or disallowance or loss of all or any portion of a such reduction in such Tax Indemnitee’s tax liability which reduction was taken into account under this Section 4.2(c) (as a result of a redetermination of Taxes realized by the claim giving rise to such payment by such Tax Indemnitee to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss Taxes subject to indemnification under Lessee’s indemnity obligation pursuant to this Schedule 7.4B without regard to Section 3.3 hereof7.1.

Reverse Indemnity. If, as a result of a Tax or Inclusion Event indemnified hereunder, such Tax Indemnitee Participant for any taxable year actually realizes any credits, deductions, or other tax benefits ("Tax Savings") not otherwise taken into account in computing any payment or indemnity by a Tax Indemnifying Party Participant hereunder (or as a result thereof such Tax Indemnitee Participant shall be entitled to a refund of income tax (or an offset, against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed in Section 2.1 hereof and the other Tax Assumptions, then the Tax Indemnitee Participant shall pay to Tax Indemnifying Party Participant the amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee Participant (and the amount of any such refund, offset, or interest to which such Tax Indemnitee Participant is entitled), plus a “"gross-up” " for any additional U.S. federal, state or local income tax savings such Tax Indemnitee Participant realizes as a result of such payment (including such “"gross-up”"). The amount of any Tax Savings with respect to a Tax or Inclusion Event indemnified hereunder shall be computed on the basis of the tax benefits actually realized by such Tax Indemnitee, the rates assumed in Section 2.1 hereof and the other Tax Assumptions. A Tax Indemnitee Participant shall not be obligated to make any payment pursuant to this Section 4.2(c) to the extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Tax Indemnifying Party Participant to such Tax Indemnitee Participant pursuant to this Schedule 7.4B8.4(b), less (ii) the aggregate amount of all prior payments by such Tax Indemnitee Participant to such Tax Indemnifying Party Participant under this Section 4.2(c), but any such excess shall be carried forward and reduce such Tax Indemnifying Party’s Participant's obligations to make subsequent payments to such Tax Indemnitee Participant pursuant to this Schedule 7.4B. 8.4(b). Any subsequent disallowance or loss of all or any portion of a reduction in such Tax Indemnitee’s 's tax liability which reduction was taken into account under this Section 4.2(c) (as a result of a redetermination of the claim giving rise to such payment by such Tax Indemnitee Participant to a Tax Indemnifying Party Participant by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss subject to indemnification under this Schedule 7.4B 8.4(b) without regard to Section 3.3 hereof.

Reverse Indemnity. If, If any Tax Indemnitee shall realize a tax benefit as a result of a Tax any Taxes paid or Inclusion Event indemnified hereunderagainst by Lessee under this Section 7.1 (whether by way of deduction, credit, allocation or apportionment or otherwise), such Tax Indemnitee for any taxable year actually realizes any credits, deductions, or other tax benefits ("Tax Savings") not otherwise taken into account in computing any payment or indemnity by a Tax Indemnifying Party hereunder (or as a result thereof such Tax Indemnitee shall be entitled to a refund of income tax (or an offset, against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the rates assumed in Section 2.1 hereof and the other Tax Assumptions, then the Tax Indemnitee shall pay to Tax Indemnifying Party the Lessee an amount by which such Tax Savings reduce the U.S. federal, state or local taxes of such Tax Indemnitee (and equal to the amount of any such refundtax benefit, offset, or interest increased by the Tax Indemnitee’s additional saved taxes attributable to which such Tax Indemnitee is entitled), plus the payment being made to Lessee hereunder (a “gross-up” for any additional U.S. federal, state or local income tax savings such Tax Indemnitee realizes as a result of such payment (including such “reverse gross-up”). The amount of any Tax Savings with respect to a Tax or Inclusion Event indemnified hereunder shall be computed on , provided that (i) the basis of the tax benefits actually realized by such Tax Indemnitee, the rates assumed in Section 2.1 hereof and the other Tax Assumptions. A Tax Indemnitee shall not be obligated to make any a payment to Lessee pursuant to this Section 4.2(csubsection (e) as long as a Lease Event of Default shall have occurred and be continuing or (ii) to the extent that the amount of such payment by the Tax Indemnitee to Lessee would exceed (i) the aggregate amount of all prior payments by Tax Indemnifying Party Lessee to such the Tax Indemnitee pursuant to this Schedule 7.4B, paragraph (b) less (ii) the aggregate amount of all prior payments by such the Tax Indemnitee of tax benefits pursuant to such Tax Indemnifying Party under this Section 4.2(cparagraph (e), but any such excess shall not be paid but shall instead be carried forward and shall reduce such Tax Indemnifying PartyLessee’s obligations to make subsequent payments under paragraph (b) to such the Tax Indemnitee. The foregoing proviso shall not apply to any reverse gross-up. The Tax Indemnitee pursuant shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to this Schedule 7.4B. seek and claim any such tax benefit and to minimize the Taxes indemnifiable by Lessee under paragraph (b). Any subsequent loss or disallowance or loss of all or any portion of a such reduction in such Tax Indemnitee’s tax liability which reduction was taken into account under this Section 4.2(c) (as a result of a redetermination of Taxes realized by the claim giving rise to such payment by such Tax Indemnitee to a Tax Indemnifying Party by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as a loss Taxes subject to indemnification under Lessee’s indemnity obligation pursuant to this Schedule 7.4B without regard to Section 3.3 hereof7.1.